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8.
The Board should assume as its core mission to approve the company's strategy and the
organisation required to execute it, and to supervise and control that management meets the
objectives set and respects the company's interests and object. As such, the plenary Board meeting
reserves the competence to approve:
a)
The Company’s general strategies and policies and, in particular:
i)
The strategic or business plan, and the annual management and budgetary targets;
ii)
The investment and funding policy;
iii)
The definition of the structure of the group of companies;
iv)
The corporate governance policy;
v)
The corporate social responsibility policy;
vi)
The policy for senior managers’ remuneration and performance assessment;
vii)
The policy for controlling and managing risks, and the periodic monitoring of the
internal control and reporting systems.
viii)
The dividend and treasury shares policy, especially its limits.
See headings:
C.1.14, C.1.16 and E.2
b)
The following decisions:
i)
At the proposal of the company’s chief executive officer, the appointment and possible
removal/resignation of senior managers from their posts, as well as their compensation
clauses.
ii)
Directors’ remuneration and any additional remuneration to executive directors for
executive responsibilities and other terms and conditions which must be respected in
their contracts.
iii)
The financial information that the company, as a publicly traded company, must
disclose periodically.
iv)
Investments or transactions of any kind, whose high value or special characteristics
make them strategic, unless the GSM is charged with approving them;
v)
The creation or acquisition of shares in special-purpose entities or entities domiciled in
countries or territories considered tax havens, and any other transactions or operations
of an analogous nature whose complexity could undermine the group’s transparency.
c)
Transactions between the company and its directors, its significant shareholders or
shareholders represented on the Board, or parties related to them ("related-party
transactions").
However, Board authorisation need not be required for related-party transactions that
simultaneously meet the following three conditions:
1. They are carried out under contracts with standard terms and conditions, applicable en
masse to a large number of customers;
2. They are performed at rates set in general by the supplier of the goods or services in
question;
3. The amount thereof does not exceed 1% of the Company’s annual revenues.
Related-party transactions should only be approved on the basis of a favourable report from the
Audit Committee or any other committee entrusted with such a report; and the directors involved